| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 23, 2019, Medical Properties Trust, Inc., a Maryland corporation (the “Company”), MPT Operating Partnership, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), and MPT Australia Realty Trust, a subsidiary trust of the Operating Partnership organized and existing under the laws of Australia (the “Australian Borrower”) with Evolution Trustees Limited (ABN 29 611 839 519), an Australian public company, as trustee, entered into a syndicated facility agreement (the “Facility Agreement”) with Bank of America, N.A., as Administrative Agent, and the several lenders from time to time parties thereto. The Company, the Operating Partnership and the Australian Borrower intend to use proceeds under the new facility to finance, in part, the previously announced acquisition by affiliates of the Company of eleven Australian hospitals currently operated by Healthscope Ltd (the “Transactions”).
The Facility Agreement provides for an AUD1.2 billion delayed draw term loan facility (available in up to four draws). After the closing date, the Operating Partnership and the Australian Borrower may request incremental term loan commitments in an aggregate amount not to exceed AUD550 million. The maturity date of the facility is May 23, 2024. The Operating Partnership and the Australian Borrower may prepay loans under the Facility Agreement at any time, subject to certain notice requirements.
The applicable margin for term loans under the facility will be adjustable based on a pricing grid from 0.85% to 1.65% dependent on current credit rating. An unused line fee of 0.25% will accrue on the undrawn amount of the facility until the earlier of (a) the six month anniversary of closing, (b) the date of the fourth delayed draw borrowing and (c) the termination of all delayed draw commitments.
The Facility Agreement contains customary financial and operating covenants, including covenants relating to total leverage ratio, fixed charge coverage ratio, secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, unsecured interest coverage ratio and covenants restricting the incurrence of debt, imposition of liens, the payment of dividends, and entering into affiliate transactions. The Facility Agreement also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If an event of default occurs and is continuing under the Facility Agreement, the entire outstanding balance may become immediately due and payable.
Borrowings under the Facility Agreement are guaranteed by the Company pursuant to a Guarantee Agreement in favor of Bank of America, N.A., as Administrative Agent.
Some of the lending banks and their respective affiliates have in the past provided, are currently providing, and/or in the future may provide, investment banking, commercial lending and financial advisory services to the Company and its affiliates in the ordinary course of business for which they received, or may receive, customary fees and reimbursement of expenses.
In addition, on May 23, 2019, the Company, the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders party thereto entered into an amendment (the “First Amendment”) to the Amended and Restated Revolving Credit and Term Loan Agreement, dated February 1, 2017, between the Company, the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders from time to time parties thereto. The First Amendment amends certain covenants and definitions in connection with the Transactions.
The foregoing descriptions of the Facility Agreement and First Amendment do not purport to be complete and are qualified in their entirety by reference to the full terms and conditions of the Facility Agreement and First Amendment, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form10-Q for the quarter ended June 30, 2019.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 of this Current Report on Form8-K is incorporated into this Item 2.03 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Company’s annual meeting of stockholders was held on May 23, 2019. At the annual meeting, all the director nominees were elected and all of the proposals considered at the annual meeting were approved. Set forth below are the final voting results for each matter voted upon, including the number of votes that were cast for and against each nominee or proposal, and the number of abstentions and brokernon-votes, as applicable.
